Lavish spectacle and good casting overcomes the somewhat sluggish storytelling that combines a number of familiar tales. Sultan Schahriar's (Scott) grip on reality is slim ever since his greedy brother (Frain) and his first (and now late) wife plotted to assassinate him. Although he agrees to marry lovely Scheherezade (Avital), he also plans to kill her the morning after. But the lady is bright and desperate, she sooths her savage sultan with a number of stories involving genies, flying carpets, 40 thieves, and magic in order to stay alive until his sanity returns. Filmed on location in Turkey and Morocco.